As filed with the Securities and Exchange Commission on January 16, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FEDERATED DEPARTMENT STORES, INC.
151 West 34th Street
New York, New York 10001
(212) 695-4400
-and-
Delaware 7 West Seventh Street 13-3324058
(State of Cincinnati, Ohio 45202 (I.R.S. Employer
Incorporation) (513) 579-7000 Identification Number)
FEDERATED DEPARTMENT STORES, INC. 1992 INCENTIVE BONUS PLAN
Copies of notices and other communications
should be sent to:
Dennis J. Broderick, Esq. Mark E. Betzen, Esq.
Senior Vice President, General Counsel, Jones, Day, Reavis & Pogue
and Secretary 2300 Trammell Crow Center
Federated Department Stores, Inc. 2001 Ross Avenue
7 West Seventh Street Dallas, Texas 75201
Cincinnati, Ohio 45202 (214) 220-3939
(513) 579-7000
Approximate date of commencement of proposed sale to the public: From
time to time after the effective date of this Registration Statement.
<TABLE>
CALCULATION OF REGISTRATION FEE
<C>
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to to be Price per Offering Registration
be Registered Registered Share * Price * Fee
<S> <C> <C> <C> <C>
Common Stock, par value $0.01
per share . . . . . . . 200,000 shares $41.875 $8,375,000 $2,470.63
* Estimated solely for the purpose of computing the registration fee
in accordance with Rule 457(h)(1) based on the market value of shares of
Federated Common Stock ($41.875 per share, which is the average of the high
and low sale prices of a share of Federated Common Stock on the Composite
Tape of The New York Stock Exchange, Inc. on January 12, 1998).
</TABLE>
PART II
Item 3. Incorporation of Documents by Reference
The following documents (or, as applicable, the portions thereof
specified below) filed by Federated Department Stores, Inc. (the
"Company") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated by reference, as of
their respective dates, in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended February 1, 1997 (Commission File No. 1-13536);
(b) The Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended May 3, August 2, and November 1, 1997 and
Current Report on Form 8-K, dated July 15, 1997; and
(c) The description of the Common Stock contained in a
Registration Statement on Form 8-A filed with the Commission on
December 12, 1994 pursuant to Section 12(b) of the Exchange Act.
In addition, all documents hereafter filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all such
securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from
the date of filing of such documents.
Item 6. Indemnification of Directors and Officers
The Company's Certificate of Incorporation (the "Certificate")
provides, as do the charters of many other publicly held companies,
that the personal liability of directors of the Company to the Company
is eliminated to the maximum extent permitted by Delaware law. The
Certificate and the Company's By-Laws (the "By-Laws") provide for the
indemnification of the directors, officers, employees, and agents of
the Company and its subsidiaries to the full extent that may be
permitted by Delaware law from time to time, and the By-Laws provide
for various procedures relating thereto. Certain provisions of the
Certificate absolve the Company's directors of personal liability for
monetary damages resulting from negligence in the performance of their
duties, including gross negligence, except as set forth below.
However, the Company's directors remain liable for breaches of their
duty of loyalty to the Company and its stockholders, as well as for
acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law and transactions from which a
director derives an improper personal benefit. The Certificate also
does not absolve directors of liability under section 174 of the
Delaware General Corporation Law, which makes directors personally
liable for unlawful dividends or unlawful stock repurchases or
redemptions in certain circumstances and expressly sets forth a
negligence standard with respect to such liability.
Under Delaware law, directors, officers, employees, and other
individuals may be indemnified against expenses (including attorneys'
fees), judgments, fines, and amounts paid in settlement in connection
with specified actions, suits, or proceedings, whether civil,
criminal, administrative, or investigative, if they acted in good
faith and in a manner they reasonably believed to be in or not opposed
to the best interests of the Company and, with respect to any criminal
action or proceeding, had no reasonable cause to believe their conduct
was unlawful. In the case of an action by or in right of the
corporation, such indemnification extends only to expenses (including
attorneys' fees) incurred in connection with the defense or settlement
of such action and court approval is required before there can be any
indemnification of expenses where the person seeking indemnification
has been found liable to the Company.
The Certificate provides, among other things, that each person
who was or is made a party to, or is threatened to be made a party to,
or is involved in, any action, suit, or proceeding by reason of the
fact that he or she is or was a director or officer of the Company (or
was serving at the request of the Company as a director, officer,
employee, or agent for another entity), will be indemnified and held
harmless by the Company to the full extent authorized by Delaware law
against all expense, liability, or loss (including attorneys' fees,
judgments, fines, ERISA excise taxes or penalties, and amounts to be
paid in settlement) reasonably incurred by such person in connection
therewith. The rights conferred thereby will be deemed to be contract
rights and will include the right to be paid by the Company for the
expenses incurred in defending the proceedings specified above in
advance of their final disposition.
As authorized by the Certificate, the Company has entered into
indemnification agreements with each of its directors and certain of
its officers. These indemnification agreements provide for, among
other things, (i) the indemnification by the Company of the
indemnitees thereunder to the extent described above, (ii) the
advancement of attorneys' fees and other expenses, and (iii) the
establishment, upon approval by the Company's Board of Directors, of
trusts or other funding mechanisms to fund the Company's
indemnification obligations thereunder.
Item 8. Exhibits
4.1 -- Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the
Company's Annual Report on Form 10-K for the fiscal year
ended January 28, 1995 (the "1994 Form 10-K"))
4.2 -- By-Laws of the Company (incorporated by reference to
Exhibit 3.2 to the 1994 Form 10-K)
4.3 -- Rights Agreement between the Company and the Rights
Agent thereunder (incorporated by reference to Exhibit
4.3 to the 1994 Form 10-K)
5 -- Opinion of Counsel
23 -- Consent of KPMG Peat Marwick LLP
24.1 -- Powers of Attorney
24.2 -- Power of Attorney
Item 9. Undertakings
A. The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement: (i) to include any prospectus required by Section
10(a)(3) of the Securities Act, unless the information required
to be included in such post-effective amendment is contained in
periodic reports filed by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act and incorporated herein by
reference; (ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement,
unless the information required to be included in such
post-effective amendment is contained in periodic reports filed
by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act and incorporated herein by reference; and (iii) to
include any material information with respect to the plan of
distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
B. The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the
opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer, or controlling person of the
Company in the successful defense of any action, suit or proceeding)
is asserted by such director, officer, or controlling person in
connection with the securities being registered, the Company will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Cincinnati, State of Ohio on
January 16, 1998.
FEDERATED DEPARTMENT STORES, INC.
By: /s/ Dennis J. Broderick
Dennis J. Broderick
Senior Vice President,
General Counsel, and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated on January 16, 1998.
Signature Title
*James M. Zimmerman Chairman of the Board and Chief
James M. Zimmerman Executive Officer (principal
executive officer) and Director
*Karen M. Hoguet Senior Vice President, Chief
Karen M. Hoguet Financial Officer, and Treasurer
(principal financial officer)
*Joel A. Belsky Senior Vice President and
Joel A. Belsky Controller (principal accounting
officer)
*Meyer Feldberg Director
Meyer Feldberg
*Earl G. Graves, Sr. Director
Earl G. Graves, Sr.
*George V. Grune Director
George V. Grune
*Sara Levinson Director
Sara Levinson
*Terry J. Lundgren Director
Terry J. Lundgren
*Joseph Neubauer Director
Joseph Neubauer
*Joseph A. Pichler Director
Joseph A. Pichler
*Ronald W. Tysoe Director
Ronald W. Tysoe
*Karl M. von der Heyden Director
Karl M. von der Heyden
*Craig E. Weatherup Director
Craig E. Weatherup
*Marna C. Whittington Director
Marna C. Whittington
* The undersigned, by signing his name hereto, does sign and
execute this Registration Statement pursuant to Powers of
Attorney executed by the above-named persons.
/s/ Dennis J. Broderick
Dennis J. Broderick,
Attorney-in-Fact
INDEX TO EXHIBITS
Sequentially
Exhibit No. Exhibit Numbered
Page
4.1-- Certificate of Incorporation of the
Company (incorporated by reference to
Exhibit 3.1 to the Company's Annual Report
on Form 10-K for the fiscal year ended
January 28, 1995 (the "1994 Form 10-K"))
4.2-- By-Laws of the Company (incorporated by
reference to Exhibit 3.2 to the 1994 Form
10-K)
4.3-- Rights Agreement between the Company and
the Rights Agent thereunder (incorporated
by reference to Exhibit 4.3 to the 1994
Form 10-K)
5 -- Opinion of Counsel E-1
23-- Consent of KPMG Peat Marwick LLP E-2
24.1-- Powers of Attorney E-3
24.2-- Power of Attorney E-4
Exhibit 5
[Letterhead of Dennis J. Broderick,
Senior Vice President
General Counsel and Secretary]
January 16, 1998
Federated Department Stores, Inc.
7 West Seventh Street
Cincinnati, Ohio 45202
Re: 1992 Incentive Bonus Plan
Ladies and Gentlemen:
In my capacity as General Counsel of Federated
Department Stores, Inc., a Delaware corporation (the
"Company"), I have acted as counsel for the Company in
connection with the proposed issuance pursuant to the
above-referenced plan (the "Plan") of up to 200,000
shares of Common Stock, par value $0.01 per share, of
the Company (the "Shares") to be registered under the
Securities Act of 1933, as amended, pursuant to a
Registration Statement on Form S-8 (the "Registration
Statement").
I have examined the Plan and such other
documents, records and matters of law as I have deemed
necessary for purposes of this opinion. Based upon the
foregoing, I am of the opinion that the shares that may
be issued pursuant to the Plan, when issued in
accordance with the Plan and appropriate forms of
agreements and other documentation contemplated thereby,
will be duly authorized, validly issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion
as Exhibit 5 to the Registration Statement.
Very truly yours,
/s/ Dennis J. Broderick
Dennis J. Broderick
General Counsel
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Federated Department Stores, Inc.
We consent to the use of our report dated March 4, 1997
on the consolidated financial statements of Federated
Department Stores, Inc. and subsidiaries as of February
1, 1997 and February 3, 1996, and for the fifty-two week
period ended February 1, 1997, the fifty-three week
period ended February 3, 1996, and the fifty-two week
period ended January 28, 1995, incorporated herein by
reference.
/s/ KPMG Peat Marwick LLP
Cincinnati, Ohio
January 15, 1998
Exhibit 24.1
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the
undersigned directors and/or officers of FEDERATED
DEPARTMENT STORES, INC., a Delaware corporation (the
"Company"), does hereby constitute and appoint DENNIS J.
BRODERICK, JOHN R. SIMS and PADMA TATTA CARIAPPA, or any
of them, their true and lawful attorneys and agents to
do any and all acts and things and execute any and all
instruments which said attorneys and agents, or any of
them, may deem necessary or advisable or which said
attorneys and agents, or any of them, may deem necessary
or advisable or which may be required to enable the
Company to comply with the Securities Act of 1933, as
amended, and any rules, regulations or requirements of
the Securities and Exchange Commission in respect
thereof, in connection with the filing with the
Securities and Exchange Commission of one or more
Registration Statements on Form S-8 relating to the
Federated Department Stores, Inc. 1992 Incentive Bonus
Plan, as amended, including specifically but without
limiting the generality of the foregoing, the power and
authority to sign in the name and on behalf of the
undersigned, in his or her capacity as a director and/or
officer of the Company, any such Form S-8 and any and
all amendments and supplements thereto and any other
instruments or documents filed as a part of or in
connection therewith, and each of the undersigned does
hereby ratify and confirm all that said attorneys and
agents or any of them, may do or cause to be done by
virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has
subscribed these presents this 12th day of December,
1997.
/s/ Joel A. Belsky /s/ Meyer Feldberg /s/ Earl G. Graves, Sr.
Joel A. Belsky Meyer Feldberg Earl G. Graves, Sr.
/s/ George V. Grune /s/ Karen M. Hoguet /s/ Sara Levinson
George V. Grune Karen M. Hoguet Sara Levinson
/s/ Terry Lundgren /s/ Joseph Neubauer /s/ Ronald W. Tysoe
Terry Lundgren Joseph Neubauer Ronald W. Tysoe
/s/ Karl M. von der Heyden /s/ Craig E. Weatherup /s/ Marna C. Whittington
Karl M. von der Heyden Craig E. Weatherup Marna C. Whittington
/s/ James M. Zimmerman
James M. Zimmerman
Exhibit 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
directors and/or officers of FEDERATED DEPARTMENT STORES, INC., a
Delaware corporation (the "Company"), does hereby constitute and
appoint DENNIS J. BRODERICK, JOHN R. SIMS and PADMA TATTA
CARIAPPA, or any of them, their true and lawful attorneys and
agents to do any and all acts and things and execute any and all
instruments which said attorneys and agents, or any of them, may
deem necessary or advisable or which said attorneys and agents,
or any of them, may deem necessary or advisable or which may be
required to enable the Company to comply with the Securities Act
of 1933, as amended, and any rules, regulations or requirements
of the Securities and Exchange Commission in respect thereof, in
connection with the filing with the Securities and Exchange
Commission of one or more Registration Statements on Form S-8
relating to the Federated Department Stores, Inc. 1992 Incentive
Bonus Plan, as amended, including specifically but without
limiting the generality of the foregoing, the power and authority
to sign in the name and on behalf of the undersigned, in his or
her capacity as a director and/or officer of the Company, any
such Form S-8 and any and all amendments and supplements thereto
and any other instruments or documents filed as a part of or in
connection therewith, and each of the undersigned does hereby
ratify and confirm all that said attorneys and agents or any of
them, may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed his name as of
the 13th day of December, 1997.
/s/ Joseph A. Pichler
Joseph A. Pichler
